mine_10k.htm0001854816false--02-29FY20240false0.001750000006570000657000065700000.2100018548162023-03-012024-02-290001854816mine:TuzashuuKenLimitedMember2023-03-012023-03-290001854816mine:DirectorAndOfficersMember2024-02-2900018548162021-05-012021-05-2400018548162021-02-240001854816us-gaap:RetainedEarningsMember2024-02-290001854816us-gaap:AdditionalPaidInCapitalMember2024-02-290001854816us-gaap:CommonStockMember2024-02-290001854816us-gaap:RetainedEarningsMember2023-03-012024-02-290001854816us-gaap:AdditionalPaidInCapitalMember2023-03-012024-02-290001854816us-gaap:CommonStockMember2023-03-012024-02-290001854816us-gaap:RetainedEarningsMember2023-02-280001854816us-gaap:AdditionalPaidInCapitalMember2023-02-280001854816us-gaap:CommonStockMember2023-02-280001854816us-gaap:RetainedEarningsMember2022-03-012023-02-280001854816us-gaap:AdditionalPaidInCapitalMember2022-03-012023-02-280001854816us-gaap:CommonStockMember2022-03-012023-02-2800018548162022-02-280001854816us-gaap:RetainedEarningsMember2022-02-280001854816us-gaap:AdditionalPaidInCapitalMember2022-02-280001854816us-gaap:CommonStockMember2022-02-2800018548162022-03-012023-02-2800018548162023-02-2800018548162024-02-2900018548162024-05-1500018548162023-08-31iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549he FORM 10-K ☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended FEBRUARY 29, 2024 ☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ COMMISSION FILE NO. 333-255403 MINERVA GOLD INC.(Exact name of registrant as specified in its charter)  Nevada 1000 98-1588963(State or Other Jurisdiction ofIncorporation or Organization) (Primary Standard IndustrialClassification Number) (IRS EmployerIdentification Number) Minerva Gold Inc. 12/1 Kunayev str, IA 17Nur-Sultan, 010000, Kazakhstan(Address of principal executive offices and zip code) (725) 225-1800(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated Filer☒Emerging growth company☒Smaller reporting company☒   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐ NO ☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. YES ☐ NO ☒ Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of May 15, 2024, the registrant had 6,570,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of May 15, 2024.    TABLE OF CONTENTS  PART I    ITEM 1Description of Business3ITEM 1ARisk Factors3ITEM 1BUnresolved Staff Comments3ITEM 1CCybersecurity3ITEM 2Properties3ITEM 3Legal Proceedings3ITEM 4Mine Safety Disclosures3    Part II    ITEM 5Market for Common Equity and Related Stockholder Matters4ITEM 6Selected Financial Data4ITEM 7Management's Discussion and Analysis and Results of Operations4ITEM 7AQuantitative and Qualitative Disclosures about Market Risk5ITEM 8Financial Statements and Supplementary Data6ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure7ITEM 9AControls and Procedures7ITEM 9BOther Information7    Part III    ITEM 10Directors, Executive Officers, Promoters and Control Persons of the Company8ITEM 11Executive Compensation8ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters9ITEM 13Certain Relationships, Related Transactions9ITEM 14Principal Accountant Fees and Services9    Part IV    ITEM 15Exhibits and Financial Statement Schedules10  2 | PageTable of Contents PART I ITEM 1. DESCRIPTION OF BUSINESS FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. As used in this annual report, the terms "we", "us", "our", "the Company", mean MINERVA GOLD INC., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated. DESCRIPTION OF BUSINESS We were incorporated on February 24, 2021 in the State of Nevada. We are a start-up company which is in the mineral property exploration business. We started operating activities, which include the incorporation of our company, the initial equity funding by our sole officer and director, developing our business plan, engaging in market research and the execution of consulting contract with a geologist. On March 29, 2023, Minerva Gold Inc. signed a Mineral Property Option Agreement with Tuzashuu Ken Limited Liability Company that holds the License No.5862 MP for the exploration of the Arsy deposit. Site is located in the Naryn region, Kochkor district, Kyrgyz Republic, and the area is 64 hectares. ITEM 1A. RISK FACTORS Not applicable. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY  Cybersecurity risk management is part of the Company’s overall risk management. Our cybersecurity risk management is designed to provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers, utilize two (2) factor authorization as well as login and password protections with email verifications. Our Board has overall oversight responsibility for our risk management, including our cybersecurity risk management. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored. We have not experienced any cybersecurity incidents in fiscal year 2024. Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. ITEM 2. PROPERTIES We do not own any property.  ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.  3 | PageTable of Contents PART II ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS MARKET INFORMATION As of May 15, 2024, the 6,570,000 issued and outstanding shares of common stock were held by a total of 29 shareholders of record.  DIVIDENDS We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We currently do not have any equity compensation plans. ITEM 6. SELECTED FINANCIAL DATA Not Applicable. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report.  Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. RESULTS OF OPERATION As of February 29, 2024, we had deficit of $70,052. Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. Year ended FEBRUARY 29, 2024 compared to year ended February 28, 2023 Operating Expenses During the year ended February 29, 2024, we incurred total expenses and professional fees of $35,660 compared to $17,669 during the year ended February 28, 2023. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.  Net Loss Our net loss for the year ended February 29, 2024 was $35,660 compared to $17,669 for the year ended February 28, 2023. LIQUIDITY AND CAPITAL RESOURCES As at February 29, 2024 our total assets were $58 compared to $15,087 in total assets at February 28, 2023. As at February 29, 2024, our current liabilities were $33,710 compared to $13,079 as of February 28, 2023. Stockholders’ deficit was $33,652 as of February 29, 2024 compared to  stockholders’ equity of $2,008 as of February 28, 2023.   4 | PageTable of Contents Cash Flows from Operating Activities For the year ended February 29, 2024, net cash flows used in operating activities was $35,631 consisting of net loss of $35,660, decrease in accounts payable of $200 and depreciation expense of $231. For the year ended February 28, 2023, net cash flows used in operating activities was $17,238 consisting of net loss of $17,669, accounts payable of $200 and depreciation expense of $231.  Cash Flows from Financing Activities Cash flows provided by financing activities during the year ended February 29, 2024 were $20,831, consisting entirely of loan from shareholder compared to $3,906 for the year ended February 28, 2023. PLAN OF OPERATION AND FUNDING We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. MATERIAL COMMITMENTS As of the date of this Annual Report, we do not have any material commitments. PURCHASE OF SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment during the next twelve months. OFF-BALANCE SHEET ARRANGEMENTS  As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable.  5 | PageTable of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA     Report of Independent Registered Public Accounting FirmF-1 Balance Sheets as of February 29, 2024 and February 28, 2023F-2Statements of Operations for the years ended February 29, 2024 and February 28, 2023F-3Statement of Changes in Stockholders’ Equity for the years ended February 29, 2024 and February 28, 2023F-4Statements of Cash Flows for the years ended February 29, 2024 and February 28, 2023F-5Notes to the Financial StatementsF-6 -F-8  6 | PageTable of Contents      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Minerva Gold Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Minerva Gold Inc. (“the Company”) as of February 29, 2024 and February 28, 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended February 29, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 29, 2024 and February 28, 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended February 29, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.  Fruci & Associates II, PLLC – PCAOB ID #05525We have served as the Company’s auditor since 2022. Spokane, WashingtonMay 15, 2024    F-1Table of Contents  MINERVA GOLD INC.BALANCE SHEETS       FEBRUARY 29,2024(AUDITED)  FEBRUARY 28,2023(AUDITED) ASSETS      Current Assets      Cash & cash equivalents $0  $14,800 Total current assets  0   14,800          Other non-current assets  58   287 Total non-current assets  58   287 TOTAL ASSETS $58  $15,087  LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable $-  $200 Loans from related parties  33,710   12,879 Total current liabilities  33,710   13,079 Total Liabilities  33,710   13,079          Commitments and contingencies  -   -          Stockholders’ Equity (Deficit)         Common stock, $0.001 par value, 75,000,000 shares authorized; 6,570,000 shares issued and outstanding   6,570   6,570 Additional Paid-In-Capital  29,830   29,830 Accumulated Deficit  (70,052)  (34,392)Total Stockholders’ equity (deficit)  (33,652)  2,008 Total Liabilities and Stockholders’ Equity (Deficit) $58  $15,087  The accompanying notes are an integral part of these financial statements  F-2Table of Contents  MINERVA GOLD INC.STATEMENTS OF OPERATIONS(AUDITED)   YEAR ENDEDFEBRUARY 29,2024  YEAR ENDED FEBRUARY 28,2023 Revenue $-  $- OPERATING EXPENSES        General and administrative expenses  35,660   17,669 Total Operation expenses  (35,660)  (17,669)Income (Loss) before provision for income taxes  (35,660)  (17,669)         Provision for income taxes  -   -          Net income (loss) $(35,660) $(17,669)         Income (loss) per common share:         Basic and Diluted $(0.00) $(0.00)         Weighted Average Number of Common Shares Outstanding:        Basic and Diluted  6,570,000   6,570,000  The accompanying notes are an integral part of these financial statements.  F-3Table of Contents  MINERVA GOLD INC.STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)FOR THE YEAR ENDED FEBRUARY 28, 2023 AND FEBRUARY 29, 2024(AUDITED)   Number ofCommonShares  Amount  Additional Paid-In-Capital  Deficitaccumulated  Total                 Balances as of February 28, 2022  6,570,000  $6,570  $29,830  $(16,723 ) $19,677 Net loss  -   -   -   (17,669)  (17,669)Balances as of February 28, 2023  6,570,000  $6,570  $29,830  $(34,392 ) $2,008                      Balances as of February 28, 2023  6,570,000  $6,570  $29,830  $(34,392 ) $2,008 Net loss  -   -   -   (35,660)  (35,660)Balances as of February 29, 2024  6,570,000  $6,570  $29,830  $(70,052) $(33,652) The accompanying notes are an integral part of these financial statements.  F-4Table of Contents  MINERVA GOLD INC.STATEMENTS OF CASH FLOWS(AUDITED)   YEAR ENDED FEBRUARY 29,2024  YEAR ENDED FEBRUARY 28,2023 CASH FLOWS FROM OPERATING ACTIVITIES      Net loss $(35,660 ) $(17,669 )Changes in operating assets and liabilities:        Changes in Accounts payable  (200)  200 Depreciation expense  230   231 Net cash used by Operating activities  (35,630 )  (17,238 )CASH FLOWS FROM FINANCING ACTIVITIES        Proceeds of loan from shareholder  20,830   3,906 Net cash provided by Financing activities  20,830   3,906 Increase (decrease) in cash and equivalents  (14,800 )  (13,332)Cash and equivalents at beginning of the period  14,800   28,132 Cash and equivalents at end of the period $-  $14,800 Supplemental cash flow information:        Cash paid for:         Interest  $-  $- Taxes  $-  $-  The accompanying notes are an integral part of these financial statements.  F-5Table of Contents  MINERVA GOLD INC.NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED FEBRUARY 29, 2024 NOTE 1 - ORGANIZATION AND BUSINESS MINERVA GOLD INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on February 24, 2021 with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company's fiscal year-end is February 28. Minerva Gold Inc. is a junior mineral exploration company engaged in the identification, acquisition and exploration of precious metals in Kazakhstan. NOTE 2 - GOING CONCERN The Company’s financial statements as of February 29, 2024 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (February 24, 2021) to February 29, 2024 of $70,052. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.  In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of February 29, 2024, the company has $0 in the escrow account. Stock-Based Compensation As of February 29, 2024, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options. New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.  F-6Table of Contents Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 29, 2024. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value. Income Taxes Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Earnings per Share ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.  Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. Depreciation Policy The assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.  Subsequent expenditure related to an item of the assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred. Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized. Company purchased computer equipment on May 24, 2021 for $690. The Company depreciates its property using straight-line depreciation over the estimated useful life of 3 years. Company charged $230 as depreciation expense for the year ended February 29, 2024.  F-7Table of Contents  NOTE 4 - CAPITAL STOCK The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.  As of February 29, 2024, the Company had 6,570,000 shares issued and outstanding for total proceeds of $36,400. NOTE 5 - RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  Since February 24, 2021 (Inception) through February 29, 2024, the Company’s sole officer and director loaned the Company $33,710 to pay for incorporation costs and general and administrative expenses. As of February 29, 2024, the amount outstanding was $33,710. The loan is non-interest bearing, due upon demand and unsecured. NOTE 6 - COMMITMENTS AND CONTINGENCIES On March 29, 2023, Minerva Gold Inc. signed a Mineral Property Option Agreement with Tuzashuu Ken Limited Liability Company that holds the License No.5862 MP for the exploration of the Arsy deposit. According to this Agreement, in order to keep the Option, the Company is obligated to make aggregate cash payments of $500,000 within 6 months of execution of the SPA, fund exploration and development work on the Property in 2024 totaling at least $300,000 and transfer to the Optioner not less than 30% (Thirty percent) of the Company’s shares by the end of the Option Period. As of the date the financial statements were issued, the Company has not executed the SPA and has not funded any exploration or development work on the property. As of the date of this Annual Report, the Company does not have any material commitments other that discussed in the Mineral Property Option Agreement. As of February 29, 2024, the Company is not aware of any contingent liabilities, legal disputes, and other obligations that could impact the company's financial position and that should be reflected in the financial statements. NOTE 7 -  INCOME TAXES The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the periods ended February 29, 2024 and February 28, 2023 the company’s effective tax rate is as follows:    2024  2023 Tax benefit at U.S. statutory rate $(14,711) $(7,222)Change in valuation allowance  14,711   7,222   $-  $-  The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at February 29, 2024 and February 28, 2023 is as follows:   2024  2023 Deferred tax assets:      Net operating loss  14,711   7,222 Valuation allowance  (14,711)  (7,222)  $-  $-  The Company has approximately $34,392 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2044. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. NOTE 8 - SUBSEQUENT EVENT The Company has evaluated subsequent events from February 29, 2024 to date the financial statements were issued and has determined that there are no items to disclose.  F-8Table of Contents  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (COSO). Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year February 29, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None.  7 | PageTable of Contents  PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees. Mr. Aibekov was selected as our Director. Mr. Aibekov is not considered to be an independent director of the Company; we presently have no independent directors. The name, address, age and position of our officers and director is set forth below: Name and Address of Executive  Officer and/or DirectorAgePositionAftandil Aibekov 30President, Treasurer, Secretary and Director(Principal Executive, Financial and Accounting Officer) Set forth below is a brief description of the background and business experience of our executive sole officer and director for the past five years. AFTANDIL AIBEKOV Mr. Aftandil Aibekov has served as President, Treasurer and our sole director since February 24, 2021. In 2016, he graduated from Kyrgyz State University of Geology, Mining and Natural Resources Development, Faculty of Geological Exploration. Since June 2016, Mr. Aibekov has been working as a geologist at Elstar Ltd, a private exploration company. Mr. Aibekov’s desire to found our company led to our conclusion that Mr. Aibekov should be serving as a member of our board of directors in light of our business and structure. AUDIT COMMITTEE We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted. SIGNIFICANT EMPLOYEES Other than our director, we do not expect any other individuals to make a significant contribution to our business. ITEM 11. EXECUTIVE COMPENSATION The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended February 29, 2024 and February 28, 2023: Summary Compensation Table Name andPrincipalPositionYearSalary($)Bonus($)StockAwards($)OptionAwards($)Non-EquityIncentive PlanCompensation($)All OtherCompensation($)All OtherCompensation($)Total($)Aftandil AibekovPresident, SecretaryCEO, CFOAnd DirectorMarch 1, 2022 to February 28, 2023 -0- -0- -0- -0- -0- -0- -0- -0-March 1, 2023 to February 29, 2024-0--0--0--0--0--0--0--0- There are no current employment agreements between the company and its officer. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. CHANGE OF CONTROL As of February 29, 2024, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.  8 | PageTable of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of the date of Form 10-K, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares. Title of Class Name and Address ofBeneficial Owner Amount and Nature of Beneficial Ownership Percentage Common Stock Aftandil Aibekov 5,000,000 shares of common stock (direct)  76.10% The percentages below are based on 6,570,000 shares of our common stock issued and outstanding. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On February 25, 2021, we offered and sold 5,000,000 shares of common stock to Aftandil Aibekov, our sole officer and director, at a purchase price of $0.001 per share, for aggregate proceeds of $5,000.  During the period from February 24, 2021 (inception) to February 29, 2024, Mr. Aibekov loaned $33,710 to the Company. This loan is non-interest bearing, due upon demand and unsecured. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  The aggregate fees billed for professional services rendered by our auditor Fruci & Associates II, PLLC for the audit and review of our financial statements for the fiscal years ended February 29, 2024 and February 28, 2023 amounted to $15,750 and $13,250 respectively.   Year Ended   February 29, 2024  February 28, 2023 Audit Fees $15,750  $13,250 Audit Related Fees  0   0 Tax Fees  0   0 All Other Fees  0   0 Total $15,750  $13,250  Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees. Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.  9 | PageTable of Contents ITEM 15. EXHIBITS The following exhibits are filed as part of this Annual Report. 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).101.SCH Inline XBRL Taxonomy Extension Schema Document.101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).  10 | PageTable of Contents SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  MINERVA GOLD INC.      Dated: May 15, 2024By: /s/ Aftandil Aibekov   Aftandil Aibekov, President andChief Executive Officer and Chief Financial Officer   11 | Page 
